WARRANT AGREEMENT BOULEVARD ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [ ], 2014Warrant Agreement • February 12th, 2014 • Boulevard Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2014, is by and between Boulevard Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Boulevard Acquisition Corp. 17,500,000 Units(1) Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2014 • Boulevard Acquisition Corp. • Blank checks • New York
preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. Notwithstanding the foregoing, in the event of an initial business combination as described in the Prospectus consummated within the Unitholder Lock-Up Period, this Agreement does not prohibit the undersigned from redeeming their Common Stock on the same terms as the Public Stockholders.
AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 12th, 2014 • Boulevard Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 12, 2014 (as it may from time to time be amended, this “Agreement”), by and between Boulevard Acquisition Corp., a Delaware corporation (the “Company”), and Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”), amends and restates in its entirety, the Sponsor Warrants Purchase Agreement made as of November 19, 2013, by and between the Company and the Purchaser.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2014 • Boulevard Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2014, is made and entered into by and among Boulevard Acquisition Corp., a Delaware corporation (the “Company”), Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Boulevard Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup...Letter Agreement • February 12th, 2014 • Boulevard Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Boulevard Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup...Letter Agreement • February 12th, 2014 • Boulevard Acquisition Corp. • Blank checks
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • February 12th, 2014 • Boulevard Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of [ ], 2014 (the “Agreement”) by and among Boulevard Acquisition Corp., a Delaware corporation (the “Company”), Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Joel Citron, Darren Thompson and Robert J. Campbell (together with the Sponsor, the “Initial Holders”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2014 • Boulevard Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2014 by and between Boulevard Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
